Terms and Conditions

Please read these Terms and Conditions carefully before using the maxella.ai website.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "user"), and Maxella ("Maxella", "we", "us" or &quotour"), concerning your access to and use of the website at maxella.ai and all associated content and tools (collectively, the "Website").

Maxella is a product/brand operated by Suretree Systems Limited, a company registered under the laws of the Federal Republic of Nigeria with registered address at 256 Murtala Mohammed Way, Yaba, Lagos.

The Website is primarily an information and marketing site for our products and services. Where we make platform, account or other interactive services ("Services") available through the Website, the relevant provisions of these Terms apply to your use of those Services.

By accessing or using the Website, you agree to these Terms. If you do not agree, please do not use the Website. If you are using the Website on behalf of an entity (such as your employer), you agree to these Terms on behalf of that entity and confirm you have authority to do so, and "you" and "your" will refer to that entity as well as yourself.

We may revise these Terms at any time by posting an updated version to the Website. Changes take effect when posted, and your continued use of the Website after changes are posted means you accept the updated Terms. We recommend you review this page periodically. Certain Services may carry additional terms, which apply in addition to these Terms.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Agreement" means these Terms and Conditions.

"Content" means all information made available on the Website, including text, images, audio, video, designs, graphics, logos, downloadable content, software, and all related intellectual property.

"Data Protection Regulations" means the Nigeria Data Protection Act 2023 and the General Application and Implementation Directive (GAID) 2025, together with any other applicable data protection laws in Nigeria.

"Force Majeure" means unusual and unforeseeable circumstances beyond a party's reasonable control, the consequences of which could not have been avoided even with the exercise of all due care.

"Services" means the features, functionalities and services made available through the Website from time to time.

"User(s)" means any person or entity that accesses or uses the Website.

By using the Website, you represent and warrant that (i) you are at least 18 years old and have the legal capacity to enter into a binding contract, and (ii) all information you provide to us is accurate and current. The Website is intended for businesses and professional users.

You agree that you will not use the Website to:

• upload, post, transmit or otherwise make available any content that is unlawful, harassing, threatening, harmful, defamatory, abusive, obscene, invasive of another's privacy, hateful, or otherwise objectionable or illegal;
• stalk, harass, threaten or harm another person;
• impersonate any person or entity, or misrepresent your affiliation with a person or entity;
• infringe any intellectual property rights or disclose any trade secret or confidential information in breach of any obligation;
• upload or transmit any viruses or other code, files or programs designed to harm, interfere with or limit the normal operation of the Website or any systems;
• access the Website through automated or non-human means (such as bots or scripts), except for legitimate search engine indexing, or otherwise attempt to gain unauthorised access to the Website or its systems;
• plan or engage in any illegal activity, or collect or store personal data of other users in connection with any prohibited activity.

Some Services may require you to register for an account. Where you do, you agree to keep your login credentials confidential and you are responsible for all activity under your account. You agree to provide accurate and current information and to keep it updated. We may suspend or terminate your account, or refuse access to the Website, if any information you provide is untrue, inaccurate or incomplete, or if you breach these Terms. We may remove or change a username we consider inappropriate or objectionable.

[Account registration applies only once platform/account services are live. Until then, this section is included for
completeness but is not yet operative.]

Unless otherwise indicated, the Website and all Content, source code, databases, functionality, software, designs, and the trademarks, service marks and logos contained on it (the "Marks") are owned by or licensed to Maxella and are protected by copyright, trademark and other intellectual property laws of Nigeria and other jurisdictions. The Content and Marks are provided "as is" for your information and personal use only.

Except as expressly permitted in these Terms, no part of the Website, Content or Marks may be copied, reproduced, republished, uploaded, posted, publicly displayed, translated, transmitted, distributed, sold, licensed or otherwise exploited for any commercial purpose without our prior written permission. Provided you are eligible to use the Website, you are granted a limited, non-exclusive, non-transferable licence to access and use the Website and to view or print Content for your personal, non-commercial use. We reserve all rights not expressly granted.

If the Website allows you to submit reviews, comments, enquiries or other content ("User Content"), you must ensure your User Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable, and does not contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or spam. You must not use a false email address or misrepresent the origin of any User Content. You retain ownership of your User Content but grant us a licence to use it for the purpose of operating and improving the Website and responding to you.

The Website may contain links to third-party websites or services that are not owned or controlled by us. We are not responsible for the content, policies or practices of any third-party websites or services, and we do not endorse or assume responsibility for them. You access third-party websites and services at your own risk and should review their terms and policies.

Your use of, or inability to use, the Website is at your sole risk. The Website and its Content and Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent permitted by law.

We make no warranties or representations about the accuracy or completeness of the Content or of any websites linked to the Website. To the fullest extent permitted by law, we assume no liability or responsibility for:

• any errors, mistakes or inaccuracies of Content;
• any unauthorised access to or use of our servers or any information stored on them;
• any interruption or cessation of access to or from the Website;
• any viruses or harmful code that may be transmitted through the Website by any third party; and
• any loss or damage of any kind arising from the use of any Content made available via the Website.

We do not warrant, endorse or assume responsibility for any product or service advertised or offered by a third party through the Website. As with any transaction, you should use your own judgement and exercise caution where appropriate.

To the fullest extent permitted by law, in no event will Maxella or its affiliates, directors, officers, employees or agents be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profits or loss of data, arising from your use of the Website, even if we have been advised of the possibility of such damages.

[Note for counsel: the App version sought to exclude all statutory and common-law rights and to cap liability broadly. Such blanket exclusions may be unenforceable under Nigerian law. We recommend counsel confirm an enforceable limitation, including any liability cap, rather than relying on a blanket exclusion.]

You agree to defend, indemnify and hold harmless Maxella, its affiliates, and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising out of or related to: (i) your use of the Website; (ii) your breach of these Terms, including your representations and warranties; (iii) your violation of the rights of a third party, including intellectual property rights; or (iv) any harmful act toward any other user. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence. We will use reasonable efforts to notify you of any such claim.

These Terms remain in full force and effect while you use the Website. We reserve the right, in our sole discretion and without notice or liability, to deny access to the Website to any person for any reason, including for breach of these Terms or any applicable law. You may stop using the Website at any time.

By using the Website, you consent to the collection and use of information about you and your use of the Website in accordance with our Privacy Policy, which forms part of these Terms. Nothing in these Terms requires you to disclose information to us where doing so would breach the Data Protection Regulations. We maintain measures designed to protect the confidentiality, integrity and security of information supplied to us, in line with the Data Protection Regulations.

Nothing in these Terms transfers to you any interest, title or licence in any password, email address, domain name or similar resource used in connection with the Website. You retain ownership of your own account credentials.

You may not assign or transfer these Terms without our prior written consent, and any attempt to do so without consent is void. We may assign or transfer these Terms at our discretion without restriction. These Terms bind and benefit the parties and their successors and permitted assigns.

If any part of these Terms is held invalid or unenforceable, that part will be interpreted to reflect, as nearly as possible, the original intention of the parties, and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision will not be a waiver of that or any other provision.

We reserve the right to modify these Terms at any time, and your continued use of the Website signifies your acceptance of any changes. Where a revision is material, we will provide notice in a reasonable time before the new terms take effect, including (where applicable) by email to the address you have provided.

These Terms, together with the Privacy Policy and any additional terms applicable to specific Services, constitute the entire agreement between Maxella and you regarding your use of the Website, and supersede any prior understandings or agreements on that subject.

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Any dispute arising out of or in connection with these Terms, including questions of validity, construction or enforceability, shall first be submitted to mediation under the Lagos Court of Arbitration Mediation Rules ("LCA Mediation Rules"). If the dispute is not settled within sixty (60) days after a request for mediation is submitted, it shall be referred to and finally resolved by arbitration under the Lagos Court of Arbitration Rules ("LCA Arbitration Rules"), by one (1) arbitrator appointed in accordance with those Rules. The place of arbitration shall be Lagos, Nigeria, and the language of arbitration shall be English. The existence and content of the mediation and arbitration proceedings shall remain confidential, save as reasonably required to conduct the proceedings or as required by law.

To the extent permitted by law, the parties agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding.

If you have any questions about these Terms or the Website, please contact us at:
Email: dpo@suretree.com